HomeMy WebLinkAboutResolution - 3318 STATE OF CALIFORNIA ) RESOLUTION NO.3318
COUNTY OF RIVERSIDE )ss
CITY OF SAN JACINTO )
A RESOLUTION OF THE SAN JACINTO
REDEVELOPMENT AGENCY APPROVING A REVISED
DOWNTOWN FAI;ADE IMPROVEMENT PROGRAM FOR
THE SAN JACINTO REDEVELOPMENT PROJECT AREA
WHEREAS, the San Jacinto Redevelopment Agency ("Agency") is a
redevelopment agency duly created, established and authorized to transact business
and exercise its powers pursuant to the provisions of the California Community
Redevelopment Law(Health &Safety Code Sections 33000 et seq.)("CRL"); and
WHEREAS, on June 28, 1983, the City of San Jacinto ("City") and the Agency
adopted by Ordinance No. 754 a redevelopment plan for the San Jacinto
Redevelopment Project Area ("Project Area"); and
WHEREAS, the redevelopment plan for the Project Area ("Redevelopment
Plan") was adopted in order to eliminate blight and revitalize the substandard physical
and economic conditions that exist within the Project Area; and
WHEREAS, the Agency previously adopted a fagade improvement program for
the City's downtown area, which program provided assistance to property owner's for
up to seventy five percent(75%)of the cost of the owner's fagade improvements; and
WHEREAS, the Agency's previously adopted program received limited interest
and the Agency desires to adopt and implement a revised Downtown Fagade
Improvement Program ("Program") as part of an overall redevelopment strategy to
improve the quality of life and stimulate economic growth in the downtown area of the
City; and
WHEREAS, pursuant to the Program, the Agency proposes to fully fund and
implement fagade improvements in the City's downtown area, as further described in
the Downtown Fagade Improvement Program Guidelines("Guidelines"); and
WHEREAS, in consideration of any fagade improvements to be completed by the
Agency, owners of properties to be improved pursuant to the Program shall be required
to execute and record against their properties a Front and Rear Fagade Improvement,
Alley Improvement, Grant of Easement and Covenant Agreement ("Fagade
Improvement Easement and Covenant Agreement") in favor of the Agency that will,
among other things, require the owners to maintain the completed fagade improvements
in good condition and repair; and
WHEREAS, the objective of the Program is to improve the physical environment,
stimulate private investment, reduce urban blight and complement other community
revitalization efforts; and
ONTARIOUtTILFORD'309753.2 t
WHEREAS, implementation of the Program will allow the Agency to carry out the
Program objectives and is consistent with the goals of the Redevelopment Plan, the
Five-Year Implementation Plan, and the City's Downtown Design Guidelines and
4 Fagade Rehabifitation Concepts, which is contained within Article 10A of the Zoning
Ordinance of the City of San Jacinto.
NOW, THEREFORE, BE IT RESOLVED, determined and ordered by the
Governing Board of the San Jacinto Redevelopment Agency ("Agency Board") of the
City of San Jacinto as follows:
Section 1. Recitals. The above recitals are true and correct and are
incorporated into this Resolution as though fully set forth herein.
Section 2. Approval of Revised Downtown Facade Improvement Program.
The Agency Board hereby approves and adopts the Program, consistent with the
Guidelines attached hereto as Exhibit A and consistent with the standard Fagade
Improvement Easement and Covenant Agreement attached hereto as Exhibit B for the
purpose of improving the physical environment, stimulating private investment, reducing
urban blight and complementing other community revitalization efforts.
Section 3. Repeal of Prior Facade Improvement Program. The Agency Board
hereby repeals the Agency's previously adopted downtown Fagade improvement
program and finds that the Program replaces and supersedes, in its entirety, said
previously adopted fagade improvement program.
r
Section 4. Approval of Program Guidelines, Documents. The Agency Board
hereby approves the Guidelines and Facade Improvement Agreement for
implementation of the Program.
Section 5. Authorization. The Agency Board hereby authorizes the following:
(1) that Agency staff coordinate the daily operation of the Program; (2) that the
Executive Director, or his or her designee, have the authority to execute documents
necessary for the implementation of the Program, other than documents requiring
Agency Board approval; subject to review and approval of Agency Counsel; and (3)that
the Executive Director, or his or her designee, have the ability to amend the Guidelines
and the Fagade Improvement Agreement or other related documents or to develop any
additional documents necessary to carry out the goals and intent of the Program so long
as said documents and amendments comply with federal and state law and are
reviewed by Agency General Counsel.
Section 6. Allocation of Funding. The Agency Board hereby directs the
Finance Director to allocate One Million Dollars ($1,000,000) of non-housing
redevelopment funds for Program costs such as construction, architectural design and
consulting services.
Section 7. CEQA Compliance. The Agency has determined that it can be
seen with certainty that there is no possibility that the Program will have a significant
adverse effect on the environment. Thus, the adoption of this Resolution is exempt
ONTARIOTMUORD309753.2 2
from the requirements of the California Environmental Quality Act("CEQA") pursuant to
Section 15061(b)(3) of the CEQA Guidelines. In addition, facade rehabilitations
conducted pursuant to the Program are categorically exempt from CEQA review
pursuant to State CEQA Guidelines Sections 15301 and 15302 because: (i) the
Program involves the rehabilitation of existing structures, (ii) the Program involves a
negligible or no expansion of existing use, (iii) any new structures completed under the
Program will be located on the same site as the structure replaced and will have
substantially the same purpose as the structure replaced.
Section 8. Notice of Exemption. The Agency Board directs Agency staff to file
a Notice of Exemption pursuant to State CEQA Guidelines. with the Riverside County
Clerk's Office within five(5)days of the adoption of this Resolution.
Section 9. Certification. The Agency Secretary shall certify the adoption of
this Resolution.
Section 10. Effective Date. This Resolution shall become effective upon its
adoption.
PASSED,APPROVED AND ADOPTED this 20t'day of May 2010.
Dale Stubblefield, Cha man
San Jacinto Redevelopment Agency
ATTEST:
r ,. M
Richard Miller, Agency Secretary
APPROVED AS TO LEGAL FORM:
BEST BEST&KRIEGER LLP
n-y/lT�o-:lam
J ff�. Balling r,Agency General Counsel
ONTARIURTILFOR➢A30975.32 3
CERTIFICATION
I, Richard Miller, Secretary of the San Jacinto Redevelopment Agency of the City
of San Jacinto, do hereby certify that the foregoing Resolution No. 3318 was introduced
and adopted by the San Jacinto Redevelopment Agency of the City of San Jacinto at a
regular meeting thereof, held on the 201h day of May, 2010, by the following vote:
AYES: Ayres, Mansperger, Potts,Stubblefield
NAYS: None
ABSTAINED: None
ABSENT: Di Memmo
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the San Jacinto Redevelopment Agency of the City of San Jacinto this the 201h
day of May, 2010.
.
Richard Miller,Agency Secretary
San Jacinto Redevelopment Agency
(SEAL)
ONTARIOIRTILFORD`3097532 4
Exhibit"A"
Fagade Improvement Program Guidelines
[ATTACHED BEHIND THIS PAGE]
ON I ARIOIK I JLFORD\3097512 Exhibit"A"
jACI NTO
CITY OF SAN JACINTO
REDEVELOPMENT AGENCY
DOWNTOWN FACADE IMPROVEMENT
PROGRAM GUIDELINES
MAY 2010
SAN JACINTO REDEVELOPMENT AGENCY
DOWNTOWN FACADE IMPROVEMENT PROGRAM GUIDELINES
1. INTRODUCTION
The Redevelopment Agency of the City of San Jacinto (the "Agency") has established the
Downtown Facade Improvement Program(the"Program") to enhance the visual appearance of
non-residential properties within the Downtown commercial district of the San Jacinto
Redevelopment Project Area (the"Project Area"). Through the Program, the Agency will use
Agency funds to rehabilitate existing building facades of non-residential buildings,on a block by
block basis,within the Downtown commercial district of the Project Area. A major objective of
the Program is to improve the appearance of the physical environment, stimulate private
investment, reduce urban blight and complement other community revitalization efforts. The
Agency has created the Program as part of an overall redevelopment strategy to improve the
quality of life and stimulate economic growth within the City of San Jacinto. The Program is
consistent with the goals of the San Jacinto Redevelopment Plan, the Five-Year Implementation
Plan, and the City's Downtown Design Guidelines and Facade Rehabilitation Concepts attached
hereto as Attachment A.
II. ELIGIBLE PARTICIPANTSlAREA
Property owners of non-residential properties located in those portions of the San Jacinto
Redevelopment Project Area depicted in the Project Eligibility Map attached hereto as
Attachment B are eligible under the Program. The Program will focus primarily on the areas
within downtown San Jacinto,along Main Street(between Estudillo Avenue and Jordan Avenue)
and San Jacinto Avenue(between Third Street and Seventh Street).
III. ELIGIBLE IMPROVEMENTS
The Program will address the most visible side(s)of a building or improve the entire building
facade(if applicable).In addition,the improvements will be well designed,and constructed with
high quality materials by skilled professionals.
"Facade"is defined as follows:
The entire exterior front surface of a building up to a depth of 18
inches,which abuts the street from grade to cave or fascia line. A
fagade does not include improvements above the fagade level,such
as roof repairs or roof replacement. A fagade may include other
faces of a building,up to a depth of 18 inches,if the building abuts
two streets, an arcade, a walkway or an alley, an empty lot, a
parking area, or open space, if the Agency Executive Director or
his designee determines that such faces are visible from the public
right of way.
The Agency will finance, as appropriate, the following eligible improvements under the
Program: signs,doors, windows, awnings, graphics, exterior lighting improvements, repair and
replacement of facade surface materials, landscaping, decorative fencing, mailboxes, capital
improvements such as surface parking lot installation and improvements, sidewalks, curbs,
gutters in connection with facade work, certain types of passive energy conservation
improvements or any other improvements that the Agency determines are important to
incorporate as an integral part of the total facade improvement design.
The Agency does not intend to affect the structural integrity of the building and will not finance
the following improvements under the Program: roofs, non-permanent fixtures, security
systems,personal property,interior window coverings,equipment, any improvements not visible
from the public right-of-way, and any improvements deemed to be inconsistent with
redevelopment purposes and objectives.
V. NATURE OF PROGRAM
The Agency will fully and completely administer and manage the design and construction of all
fagade improvement projects. All this will be done at absolutely no cost to the property owner.
The Agency will assume full responsibility for architectural design, entitlements/permits,
construction, construction management and payment to contractors to complete fagade
improvement projects. The property owner is responsible for providing the Agency with
adequate documentation as to ownership, as required by Agency staff for project approval.
Furthermore, the Property Owner is responsible for maintaining the improvements in good
condition during the term of the "Front and Rear Facade Improvement, Alley Improvement,
Grant of Easement and Covenant Agreement" (referred to herein as the"Facade Improvement,
Easement and Covenant Agreement').
IV. PROCEDURE FOR PARTICIPATION
Step 1. Initial Meeting. Agency staff makes initial contact with the Property Owner. Staff
and the Property Owner shall discuss the proposed project. Agency staff will review documents
with the Property Owner and provide all appropriate agreements.
Step 2 Agreement(s). The Property Owner executes the Facade Improvement, Easement and
Covenant Agreement and Subordination Agreement (if applicable) and sends the Agreement(s)
to the San Jacinto Redevelopment Agency.
Step 3 Review of Agreement(s). Agency staff reviews the Agreement(s).
Step 4. Execution of Agreement. If the Agency deems the Agreement(s)complete,the Agency
shall execute and record the Facade Improvement,Easement and Covenant Agreement.
Step 5. Design/Architecture. Upon receipt of the parties' execution of the Facade
Improvement, Easement and Covenant Agreement,and Subordination Agreement(if applicable)
for the entire block, the Agency will authorize the architect to design the fagade improvement
project. Agency and City will meet with the architect to discuss design and architecture of the
project. The Agency will provide all design assistance/architecture services. . Once the architect
completes design/architecture of the project, the architect will submit plans and
recommendations to the Agency and City. After the Agency approves the submitted plans, the
Agency will submit the plans to the City for plan check, approval, and issuance of building
permits.
Step 6. Bids. Upon the City's approval of the submitted plans,the Agency will authorize a pre-
qualified licensed contractor(s)to perform the facade improvement work.
Step 7. Construction. The Agency issues a Notice to Proceed. Agency will be responsible for
scheduling and monitoring the facade improvements, as well as making payments to contractors,
subcontractors, material suppliers and other vendors until paid in full. Agency will also be
responsible for ensuring that all work performed is done properly and satisfactorily. Upon
incremental completion of the facade improvements, the Agency will schedule all inspections.
The Agency and the contractor shall make every effort to minimize any inconvenience to the
business owner and shoppers during the construction period.
Step 8. Final Acceptance of Fork. The City and Agency accept the work as complete, and
notify the property owner that the work has been completed, and the maintenance period will
commence at the conclusion of the warranty period.
Step 9. Property Owner Maintenance. The property owner is responsible for all maintenance
of the completed facade improvement work following the warranty period until the expiration of
the Fagade Improvement,Easement and Covenant Agreement, The Agency has the right to enter
the property, upon notification to the property owner, to make any repairs as necessary during
the term of the Agreement-
REQUIRED QUIRED FORMS
Form 1: FACADE IMPROVEMENT,EASEMENT AND COVENANT
AGREEMENT
Form 2. SUBORDINATION AGREEMENT(IF APPLICABLE)
Attachment"A"
Downtown Design Guidelines and FaVade Improvement Concepts
(TO BE ADDED LATER AFTER ARCHITECT RETAINED)
Attachment°B"
Project Eligibility Map
SAN JACINTO REDEVELOPMENT AGENCY
SAN DOWNTOWN FACADE IMPROVEMENT PROGRAM
JACINTO PROJECT ELIGIBILITY MAP
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FORM 1
FAI�ADE IMPROVEMENT,EASEMENT AND COVENANT AGREEMENT
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
San Jacinto Redevelopment Agency
595 S.San Jacinto Ave.
San Jacinto,CA 92593
ATTN: Executive D mctor
SPACE ABOVE THIS LINE FOR RECORDER'S USE
EXEMPT FROM RECORDING FEES PURSUANT TO GOV.CODE$27333
FRONT AND REAR FACADE IMPROVEMENT,ALLEY IMPROVEMENT,GRANT
OF EASEMENT AND COVENANT AGREEMENT
by and between the
SAN JACINTO REDEVELOPMENT AGENCY,
a public body,corporate and politic,
and
[***INSERT PARTY NAME,TYPE OF BUSINESS ENTITY,e.g.John Smith,Inc.***]
a[***INSERT TYPE OF BUSINESS ENTITY,e.g.a California corporation***]
[Dated [***INSERT MONTH***] ,2010 for reference purposes only]
FRONT AND REAR FACADE IMPROVEMENT,ALLEY IMPROVEMENT GRANT OF
EASEMENT AND COVENANT AGREEMENT
THIS FAGADF.AND ALLEY IMPROVEMENT,GRANT OF EASEMENT AND COVENANT
AGREEMENT(this"Agreement")is dated as of[***INSERT DATE*"*],2010,for reference purposes
only, and is entered into by and between the SAN JACWTO REDEVELOPMENT AGENCY,a public
body,corporate and politic("Agency"),and[***INSERT PARTY NAME,e.g.,John Smith Corp.***],a
[***INSERT TYPE OF BUSINESS ENTITY, e.g. a California corporation***] ("Owner"). The
Agency and the Owner are sometimes individually referred to herein as "Party" and collectively as
"Parties." The Agency and the Owner enter into this Agreement with reference to the following recited
facts(each a"Recital"):
RECITALS
A. The Owner is the owner in fee title to that certain real property located in the City of San
Jacinto, County of Riverside, State of California, more particularly described in Exhibit A attached
hereto and incorporated herein by this;reference("Property");and
B. The Agency is a redevelopment agency duly created, established and authorized to
transact business and exercise its powers pursuant to the provisions of the California Community
Redevelopment Law(Health&Safety Code Sections 33000 et seq.)("CRL");and
C. On June 28, 1983, the City of San Jacinto ("City") and the Agency adopted by
Ordinance No. 754 a redevelopment plan for the San Jacinto Redevelopment Project Area ("Project
Area"),as subsequently amended;and
D. The redevelopment plan for the Project Area ("Redevelopment Plan") was adopted in
order to eliminate blight and revitalize the substandard physical and economic conditions that exist within
the Project Area;and
E. The Agency's Governing Board has approved a Facade Improvement Program
("Program")as part of an overall strategy to improve the quality of life and stimulate economic growth in
the downtown area of the City;and
F. Under the Program,the Agency desires to construct,rehabilitate and/or repair the far;ades
of commercial buildings, as well as adjacent alleys, for the purpose of improving the physical
environment, stimulating private investment,reducing urban blight and complementing other community
revitalization efforts;and
G. The Owner has indicated his/her desire to participate in the Program and the Agency has
determined that the Owner meets the eligibility criteria for the Program;and
H. Since the Owner meets the eligibility criteria for the Program, the Agency desires to
construct those exterior fagade improvements, at no cost to the property owner, to be located on the
Property("Facade Improvements"), which are more generally described in Exhibit B attached hereto
and incorporated herein by this reference;and
I. The Agency and Owner desire to enter into this Agreement to effectuate the goals of both
the Program and the Redevelopment Plan on the terms and conditions set forth in this Agreement.
ONTARIO`.RTI L FO RM3 U 93 53
TERMS
NOW, THEREFORE, in consideration of the above Recitals and of the mutual covenants hereinafter
contained and for other good and valuable consideration,the receipt and sufficiency of which is hereby
acknowledged,the Parties agree as follows:
1. Recitals True and Correct. The Recitals set forth above are true and correct and are incorporated
into this Agreement by this reference,as though fully set forth in this Agreement.
2. Effective Date. This Agreement shall not become binding on either Party, unless and until the
first date on which all of the following occur,if at all(the"Effective Date"):
(a) Signature and Delivery of Agreement by Owner. Three (3) originals of this
Agreement are signed by the Owner or authorized representative(s) of the Owner and delivered to the
Agency;and
(b) Signature and Delivery of Agreement by Agency. Three (3) originals of this
Agreement are signed by the authorized representative(s)of the Agency and delivered to the Owner.
3. Term of Agreement and Easements. Except as otherwise provided in this Agreement,the term of
this Agreement and the Easements granted pursuant to Section 5 below,shall continence on the Effective
Date and shall automatically terminate upon the expiration date of the Redevelopment Plan on June 28,
2025,unless earlier terminated as provided herein.
4. Grantor's Representation. The Owner represents and warrants that it is the owner of fee title to
the Property and has the legal right and power to grant the easement interest and other rights to the
Agency provided for in this Agreement and to perform the obligations undertaken by the Owner in this
Agreement.
S. Grant of Easement. Subject to the terms and upon the conditions set forth in this Agreement,the
Owner hereby grants to the Agency the following irrevocable easements (collectively, hereafter the
"Easements"):
5.1 Right of Ingress/Egress. Nonexclusive pedestrian and vehicular rights of ingress to,
egress from, and access across the Property for the purpose of allowing the Agency and its employees,
contractors,subcontractors and agents to inspect, construct,repair and maintain,if necessary,the Facade
Improvements and the Property in accordance with this Agreement.
5.2 Maintenance and Construction Easement. A maintenance and construction easement
over the Property pursuant to which the Agency and its employees,contractors, subcontractors and agents
may access the Facade Improvements for the purpose of inspection thereof, and for the purpose of
repairing and/or maintaining the Properly in accordance with this Agreement, with the right of
reimbursement from the Owner in the event the Owner fails to maintain the Facade Improvements in
accordance with the terms and conditions of this Agreement.
6. No Barriers. No wall,fence or barrier of any kind which impairs or impedes access to,or use of
any of the Easements shall be constructed or maintained on or adjacent to the Property without the
Agency's prior consent, nor shall the Parties do anything which shall materially prevent, impair or
discourage the use or exercise of any of the Easements or the free access and movement thereon.
7. Facade Improvements.
7.1 Agency Construction or Rehabilitation of Fagade Improvements.The Agency shall,
at no cost to the Owner,design and construct the Fagade Improvements,in the Agency's sole discretion,
as generally described in Exhibit B and as shall be more specifically described and detailed in the plans
for the Fagade Improvement to be prepared by or on behalf of the Agency. The facade improvements
shall generally not exceed 18 inches in depth from the outside of the building facade.
7.2 Owner Approval of Fagade Improvements. The Owner acknowledges and agrees that
the Agency shall have the right to construct the Facade Improvements in accordance with the plans to be
designed by or on behalf of the Agency,and approved by the Agency and the City.
73 Owner Might to Terminate if the Agency Fails to Commence Fagade Improvements.
If the Agency fails to commence its design of the Facade Improvements within two (2) years of the
Effective Date of this Agreement, and to commence construction of the Fagade Improvements within a
reasonable time thereafter,the Owner shall have the right to terminate this Agreement upon providing
written notice to the Agency of the effective date thereof. Other than termination of the Easements and of
this Agreement, the Owner shall have no other right or remedy against the Agency for its failure to
commence design and construction of the Fagade Improvements.
8. Maintenance Covenant.
8.1 The Owner, for itself, its successors and assigns, hereby covenants to the Agency that
upon completion of the Fagade Improvements by the Agency, the Owner shall, at its sole cost and
expense, maintain the Fagade Improvements and areas of the Property that are subject to public view
(including all existing improvements, paving, walkways, landscaping, exterior signage and
ornamentation)in good repair and a neat,clean and orderly condition, ordinary wear and tear excepted.
In the event that at any time during the term of this Agreement, the Owner fails to maintain the Facade
Improvements or there is an occurrence of an adverse condition on any area of the Property that is subject
to public view in contravention of the general maintenance standards described above ("Maintenance
Deficiency")then the Agency shall notify the Owner in writing of the Maintenance Deficiency and give
the Owner thirty(30)days from the date of such notice to cure the Maintenance Deficiency as identified
in the notice, If the Owner fails to cure or commence and diligently pursue to cure the Maintenance
Deficiency within thirty(30)days of its receipt of the notice of the Maintenance Deficiency,the Agency
shall have the right,but not the obligation,to enter the Property and perform all acts necessary to cure the
Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the
Agency to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the Agency
for the abatement of the Maintenance Deficiency on the Property as authorized by this Section 8.1 shall
become a lien on the Property. If the amount of the lien is not paid within thirty (30) days following
written demand for payment from the Agency to the Owner,the Agency shall have the right to enforce
the lien in the manner provided in Section SA.
8.2 Graffiti, as this term is defined in California Government Code Section 38772,that has
been applied to any exterior surface of a structure or improvement on the Property that is visible from any
public right-of-way adjacent or contiguous to the Property, shall be removed by the Owner by either
painting over the evidence of such vandalism with a paint that has been color-matched to the surface on
which the paint is applied,or graffiti may be removed with solvents,detergents or water, as appropriate.
If any such graffiti is not removed within three(3)business days following the time of the discovery of
the graffiti,the Agency shall have the right to enter the Property and remove the graffiti,without notice.
8.3 The Owner,for itself,its successors and assigns,hereby covenants and agrees to comply
with the requirements,prohibitions and guidelines of Article 10A("Downtown Design Guidelines and
Fagade Rehabilitation Concepts") and Article 16 ("Sign Regulations") of dte San Jacinto Zoning
Code,as amended from time to time. Nothing within this Section 8.3 shall be deemed to limit the City's
ability to enforce the Downtown Design Guidelines and Facade Rehabilitation Concepts or Sign
Regulations nor shall this section he interpreted to preclude the Owner's compliance with the same.
8.4 The parties hereto further mutually understand and agree that the rights conferred upon
the Agency under this Section 8 expressly includes the Agency's power to establish and enforce a lien or
other encumbrance against the Properly in the manner provided under Civil Code Sections 2924, 2924b
and 2924c in the amount as reasonably necessary to restore the Fagade Improvements and the Property to
the maintenance standard required under this Section 8,including attorneys'fees and costs of the Agency
associated with the abatement of the Maintenance Deficiency or removal of graffiti and the collection of
the costs of the Agency in connection with such action. For the purposes of the preceding sentence the
words"reasonable attorneys' fees and costs of the Agency"mean and refer to the salaries,benefits and
costs of the Agency General Counsel and the lawyers employed in the office of the Agency General
Counsel. Nothing in this Section 8 shall be deemed to preclude the Owner from making any alteration,
addition,or other change to any structure or improvement or landscaping on the Property,provided that
such changes are in compliance with the City's zoning and development regulations and other applicable
laws.
9. Agency Not Obligated to Maintain the Facade Improvements or the Property. Following
completion of construction of the Fagade Improvements by the Agency,the Agency and its successors
and assigns shall have no obligation to maintain or repair any portion of the Properly,including,without
limitation,the Fagade Improvements,by virtue of this Agreement. The Owner shall be solely responsible
for any and all liabilities arising out of its failure to maintain the Properly and the Fagade Improvements.
10, Restoration of the Property. Following any entry upon the Property by the Agency under the
terms of this Agreement, the Agency shall restore any portion of the Property adversely physically
affected by such entry to a condition as reasonably close as possible to the condition as it existed
immediately prior to such entry, All such restoration work shall be completed by the Agency, its
successors or assigns,in a good and workmanlike manner,with reasonable diligence.
11. Owner Covenant to Refrain from Discrimination. The Owner covenants and agrees for itself,its
successors, its assigns and every successor-in-interest to the Property or any portion thereof, that there
shall be no discrimination against or segregation of any person, or group of persons, on account of sex,
marital status,race,color,religion,creed,national origin or ancestry in the sale,lease, sublease,transfer,
use, occupancy, tenure or enjoyment of the Property nor shall the Owner, itself or any person claiming
under or through it, establish or permit any such practice or practices of discrimination or segregation
with reference to the selection,location,number,use or occupancy of tenants, lessees, sub-tenants, sub-
lessees or vendees of the Property. The Owner acknowledges and agrees for itself, its successors, its
assigns and every successor-in-interest to the Property or any portion thereof that Community
Redevelopment Law (Cal. Health and Safety Code §§ 33000 et. seq.) establishes certain policies,
covenants, provisions and obligations related to the redevelopment of property and the inclusion of
certain non-discrimination and non-segregation covenants, provisions and obligations within deeds,
leases, and contracts ("Non-discrimination Covenants"). To the extent that these Non-discrimination
Covenants, as may be amended from time to time, are applicable to this Property as a result of this
Agreement,the Owner covenants and agrees for itself, its successors,its assigns and every successor-in-
interest to the Property or any portion thereof that these Non-discrimination Covenants shall be complied
with to the full extent of the law. the covenant of this Section 11 shall nm with the land of the Property
in perpetuity.
12. Covenant Runnine With the Land: Binding on Successors. The Easements created hereby and
each term, condition and covenant contained in this Agreement constitutes a covenant running with the
land and shall inure to the benefit of and be binding upon the Agency, the Owner and their respective
successors and assigns, including, without limitation, all subsequent owners of the Property burdened
hereby or any portion thereof or interest therein. Any person accepting a deed or other instrument
conveying granting or assigning the Property,or any interest therein,or any part thereof affected by this
Agreement, shall take title subject to this Agreement, and during the period of ownership, such person
shall be deemed to have assumed all of the applicable obligations imposed hereby with regard to such
property regardless of whether this Agreement is mentioned in such deed or other instrument. It is the
intent of the Parties that the Easements granted hereby and all covenants,conditions and agreements set
forth herein shall be"covenants running with the land"binding upon the Property. Whenever a reference
in this Agreement is made to the Agency or the Owner such reference shall be deemed to also mean a
reference to the successors in interest of each of the aforementioned party(or parties)as applicable,as if
in every-case so expressed.
13. Not a Public Dedication. It is the intention of both the Owner and the Agency that this
Agreement shall be strictly limited to the purposes expressed in this Agreement and that nothing in this
Agreement shall be deemed to be a gift or dedication of any portion of the Property to the general public
or for the general welfare for any specific purpose.
14. Indemnification.
14.1 The Agency agrees to indemnify, defend, and hold harmless the Owner, its
officers, directors, employees and agents (individually, an "Owner Indemnitee" and
collectively,the"Owner Indemnitees") from and against any and all third party suits,demands,
claims, causes of action, losses, liabilities, penalties, charges, costs and expenses, including
reasonable investigation costs, attorneys' fees and disbursements, and fees of consultants and
expert witnesses(collectively, a"Third Party Claim")that may be imposed on, incurred by or
asserted against the Owner Indemnitees by reason of, on account of or in connection with any
negligence, willful misconduct or failure to act (when obligated to do so) by the Agency, its
agents, contractors or employees relating to this Agreement or the use of the Property by the
Agency,its employees or agents pursuant to this Agreement.
14.2 The Owner agrees to indemnify, defend, and hold harmless the Agency, its
elected officials, officers, directors, employees, attorneys and agents (individually, an "Agency
Indemnitee" and collectively, the "Agency Indemnitees") from and against any and all Third
Party Claims that may be imposed on,incurred by or asserted against the Agency Indemnitees by
reason of, on account of or in connection with any negligence, willful misconduct or failure to
act(when obligated to do so)by the Owner,its agents, contractors or employees relating to this
Agreement or any condition of the Property, including the Fapadc Improvements, except any
condition existing on the Property due to use of said Property by the Agency, its employees or
agents pursuant to its rights herein.
14.3 The indemnity and defense obligations of the Agency and the Owner under this
Agreement shall not be affected by the absence or unavailability of insurance covering the same
or by failure or refusal by any insurance carrier to perform any obligation on its part under any
such policy of insurance. If an Owner Tndemnitee or an Agency Indemnitee (each an
"Indemnitee") is entitled to defense or indemnification under this Agreement (each, an
"Indemnification Claim"),the Agency or the Owner, as applicable(the "Indemnitor"), shall
not be obligated to defend,indemnify or hold harmless Indemnitee, unless and until Indemnitee
provides written notice to Indemnitor, promptly after such Indemnitee has actual knowledge of
the facts or circumstances of the Third Party Claim on which such Indemnification Claim is
based,describing in reasonable detail such facts and circumstances of the Third Party Claim with
respect to such Indemnification Claim and a request for such indemnity and/or defense (the
"Indemnification Claim Notice"). Indemnitee shall not be entitled to indemnification or
defense to the extent Indemnitee's failure to notify or delay notifying Indemnitor materially
prejudices lndernnitor's ability to defend against any Third Party Claim on which such
Indemnification Claim is based, or materially increases the amount of damages, losses, costs or
fees incurred with respect to such Third Party Claim.
is. Subordination. If the Property is subject to a lease or encumbered by a lien as security for a debt,
other than governmental taxes or assessments,or subject to any other interest,prior to or concurrent with
entering into this Agreement,the Owner shall cause each holder of an interest in the Property to execute a
"Subordination Agreement"in the form provided by the Agency.
16. Events of Default: Remedies. Nntwithstanding Section 8 above, an event of default under this
Agreement shall occur if either Party fails to comply with any of the covenants or obligations hereunder
and does not clue such failure within thirty(30)days after receipt of written notice thereof(or fails to
commence to cure such default within such thirty-day period and thereafter fails to proceed with due
diligence to cure such default.) Upon the occurrence of an event of default hereunder, the Parties may
pursue all remedies at law or in equity, expressly including the remedy or specific performance of this
Agreement.
17. Breach Shall Not Permit Termination. Except as specifically set forth in Section 7.1 of this
Agreement, no breach of any provision of this Agreement shall entitle the Owner, its successors or
assigns, to cancel, rescind, or otherwise terminate any easement, restriction, covenant, or access right
granted or provided in this Agreement. This Section 17 shall not affect any rights or remedies, except
termination,that any person may have by reason of any breach of any provision of this Agreement.
18. Agency Contract Administration. The Executive Director shall administer this Agreement on
behalf of the Agency. The Executive Director may designate any member or members of the Agency
staff to carry out such responsibilities. Except as otherwise expressly provided in this Agreement, the
Executive Director has the authority to approve or consent to those matters in this Agreement requiring
the Agency's approval or consent and to make all other decisions on behalf of the Agency,subject to the
Executive Director's retained and reserved sole and absolute discretion to seek Agency Board approval of
any such matter.
19. Governing Law.Jurisdiction,Venue, This Agreement shall be deemed to have been made in the
State of California,and the validity of this Agreement, its construction,interpretation, and enforcement,
and the Parties'rights hereunder and concerning the Property, shall be decided under,governed by, and
construed in accordance with the laws of the State of California. The Parties agree that all actions or
proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts
located in the County of Riverside, State of California, or (he ❑niled Slates District Court with
jurisdiction in the County of Riverside, State of California. The Owner waives any right(he Owner may
have to assert the doctrine of forum non couveniens or to object to such venue.
20. Rights and Remedies.are Cumulative. Except as otherwise expressly stated in this Agreement,
the rights and remedies of the Panics under this Agreement are cumulative and the exercise by any Party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different
times,of any other rights or remedies for the same default or any other default by another Parry.
21. No Effect on Agency's Authority. Nothing in this Agreement shall limit or restrict the authority
of the Agency Board to take any other actions with respect to the Project or Property or the Owner
without notice to or consent from the Owner, except as may otherwise be expressly provided by
applicable Law. The approval of this Agreement by the Agency shall not be binding on the Agency
Board, or any other commission, committee, board or body of the Agency regarding any Approvals
regarding the Property or Project required by such bodies. No action by the Agency with reference to this
Agreement or any related documents shall be deemed to constitute issuance or waiver of any required
Agency Approval regarding the Property or Project.
22. Non-liability of Agency Officials and Employees. No elected official, officer, contractor,
consultant, attorney, employee or agent of the Agency shall be personally liable to the Owner, any
voluntary or involuntary successor or assign of the Owner, or any lender or other person holding an
interest in Owner, in the event of any default or breach of this Agreement by the Agency, or for any
amount that may be or become due to the Owner or its successors or assigns under this Agreement,or on
any obligations arising under this Agreement. No shareholder, member, partner, principal, officer,
attorney, employee or agent of the Owner shall be personally liable to the Agency, any voluntary or
involuntary successor or assign of the Agency,in the event of any default or breach of this Agreement by
the Owner,or for any amount that may be or become due to the Agency or its successors or assigns under
this Agreement,or on any obligations arising under this Agreement.
23. Notices.Demands and Communications Between the Parties.
23.1 Formal notices, demands and communications between the Agency and the Owner shall
be deemed sufficiently given if: (i)dispatched by registered or certified mail via the United States Postal
Service, postage prepaid, return receipt requested, as designated in this section; or (ii) by messenger
service for immediate personal delivery;or(iii)by electronic transmittal,including fax transmissions with
telephonic verification receipt. Such written notices, demands and communications may be sent in the
same manner to such other addresses as either Party may from time to time designate by written notice to
the other Party.
23.2 All notices,demands and communications shall be sent,as follows:
TO AGENCY! TO OWNER:
San Jacinto Redevelopment Agency [***INSERT NAME OF OWNER***]
595 S.San Jacinto Ave. [***INSERT ADDRESS***]
San Jacinto,CA 92583 [***INSERT CITY, STATE, POSTAL
Attention: Executive Director CODE***]
Attention: [***INSERT NAME***]
Copy to: Copy to:
Best Best&Krieger LLP [***INSERT NAME OF LAW FIRM
3500 Porsche Way OR OTHER APPLICABLE PAKI'Y***)
Suite 200 [***INSERT ADDRESS***]
Ontario,CA 91764 [***INSERT CITY, STATE, POSTAL
Attention: Agency General Counsel CODE***]
Attention: [***INSERT NAME***]
23.3 Notices that are dispatched by registered or certified mail through the United States
Postal Service shall be deemed to be received, regardless of whether or when any return receipt is
received by the sender or the date set forth(in such return receipt,five(5)calendar days after deposit with
the United States Postal Service. Notices that are dispatched by messenger for immediate personal
delivery services shall be deemed received upon the day dispatched. Notices dispatched by express
delivery services shall be deemed received upon execution or the delivery receipt by the Party receiving
such notices. Notices dispatched through electronic transmittals shall be deemed received upon
telephonic verification of such receipt.
24. Counterpart Orijzinals7 Integration. This Agreement may be executed in multiple counterpart
originals,each of which is deemed to be an original,but all of which taken together shall constitute one
and the same instrument. This Agreement and the exhibits attached to this Agreement represent the entire
understanding of the Parties and supersede all previous negotiations, letters of intent, memoranda of
understanding or agreements between the Parties with respect to all or any part of the subject matter of
this Agreement-
2& Severability. 1f any term,provision,covenant or condition contained in this Agreement is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Agrmment
shall continue in full force and effect unless the rights and obligations of the Parties are materially altered
or abridged by such invalidation,voiding or unenforceability.
26. No Waiver. Failure by a Party to insist on any one occasion upon strict compliance with any of
the terms,covenants or conditions of this Agreement shall not be deemed a waiver of such term,covenant
or condition,nor shall any waiver or relinquishment of any rights or powers under this Agreement at any
one time or more times be deemed a waiver or relinquishment of such right or power at any other time or
times.
27. Time is of the Essence, Time is of the essence in the performance of the Parties' obligations
under this Agreement.
28. Third Party Beneficiaries. The City shall be a third party beneficiary to this Agreement and shall
have full right and power to enforce any provision of this Agreement on behalf of the Agency. Except for
the City,there are no other third party beneficiaries of this Agreement,and no other party shall have the
right to compel the City to enforce any provision of this Agreement against the Owner.
29. No Other_Representations or Warranties. Except as expressly set forth in this Agreement, no
Party makes any representation or warranty material to this Agreement to any other Party.
30. Relationship of Parties. The Parties agree and intend that the Agency and the Owner are
independent contracting entities and do not intend by this Agreement to create any partnership,joint
venture,or similar business arrangement,relationship or association between them.
31. Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute
between the Parties arising from this Agreement,whether prior to or following expiration or termination
of this Agreement,until any such dispute is finally and completely resolved between the Parties,either by
written settlement,entry of a non-appealable judgment or expiration of all applicable limitations periods
and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages
or remedies shall survive any expiration or termination of this Agreement.
SIGNATURE PAGE TO FRONT AND REAR FACADE IMPROVEMENT,ALLEY
IMPROVEMENT,GRANT OF EASEMENT AND COVENANT AGREEMENT
[***INSERT NAME OF OWNER***[ SAN JACINTO REDEVELOPMENT
AGENCY,a public body,corporate and politic,
By: By:__ —
[***INSERT NAME***] Executive Director
Dated: Dated:
By: ATTEST:
[***INSERT NAME***]
Dated: By:
Agenev Secretary
APPROVED AS TO LEGAL FORM:
BEST BEST&KRIFGER LLP
By:
Agency General Counsel
[SIGNATURES MUST BE NOTARIZED]
Exhibit"A"
Legal Description of Property
]insert]
Exhibit A
ON TAR]U'KI I L FO R lM 093 53
Exhibit"R"
General Description of Facade Improvements
[insert]
Exhibit B
ONTARIO\R f ILFORD1309353
ALL-PURPOSE ACKNOWLEDGMENT FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF
On before me,
Dale Name Md TLLIe Of Officer(eg.Vane Oce,NOary Puelk9
personally appeared
Nane[a;M Sgnei(sl
who proved to me on the basis of satisfactory evidence to be the persons) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instrument the
person(s), or the entity upon behalf of which the persons)acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Plarc Notary Sea I Above Signature of Notary Public
OPTIONAL
Though the information betow is not required by law,it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this Form to another document
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ Individual
❑ Corporate Officer
Tide(s) Title or Type of Docunent
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney-In-Fact Number Of Pages
❑ Trustee(s)
0 Guardian/Conservator
❑ Other:
Date Of Document
Signer is representing:
Name Of Pemon(s)Or Enlilylies)
Signer(s)Other Than Named Above
ONTARW1RTILFORU6NY 53
FORM 2
SUBORDINATION AGREEMENT(IF APPLICABLE)
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
San Jacinto Redevelopment Agency
595 S.San Jacinto Ave.
San Jacinto,CA 92583
ATTN: Executive Director
[Note that this Agreement does not need to be recorded
if it is a tenant subordination and the lease is not a
recorded document]
SPACE ABOVE THIS LANE FOR RECORDER'S USE
EXEMPT FROM RECORDING PEES PURSUANT TO GOV.CODE§27383
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement") is dated as of [***INSERT
DATE***], 2010, and is entered into by and amongst the SAN JACINTO REDEVELOPMENT
AGENCY, a public body, corporate and politic ("Agency"), [***INSERT PARTY NAME, e.g., John
Smith Corp.***], a [***INSERT 'TYPE OF BUSINESS ENTITY, e.g. a California corporation***]
("Tenant"for,where applicable,the"Security Holder"]),and[***INSERT PARTY NAME,e.g.,John
Smith Corp.***], a [***INSERT TYPE OF BUSINESS ENTITY, e.g. a California corporation***]
("Owner"). Agency, Owner and Tenant for Security Holder] are sometimes individually referred to
herein as "Party" and collectively as "Parties." The Agency, Owner and Tenant for Security Holder]
enter into this Agreement with reference to the following recited facts(each a"Recital");
RECITALS
[NOTE:Include Recital A,Recital B,or both,as applicable. if using both,delete definition
of Property in Recital B.]
A. The Owner and the"Tenant entered into that certain agreement,dated as of
(the"Lease"),pursuant to which Tenant is using and/or occupying all or part of that certain real property
located at San Jacinto, California, and legally described in the attached Exhibit"A"
(the`Property");and
D. The Owner and the Security Holder entered into that certain [mortgage, deed of trust or
other applicable security] agreement(the"Security Agreement")dated as of
pledging certain real property located at San Jacinto,California,and legally described
in the attached Exhibit"A" (the "Property") as security for an obligation of the Owner to the Security
Holder;and
C. The Owner intends to enter into that certain Facade Improvement,Grant of Easement and
Covenant Agreement (the"Facade Improvement Agreement"), dated as of , 2010, with
the Agency and, as a condition of that Facade Improvement Agreement, the Owner must obtain the
Tenant's [or Security Holder's] subordination of its interest in the Property to the Facade Improvement
Agreement;and
D. On the terms and conditions of this Subordination Agreement,the Owner and Tenant for
Security Holder]desire to subordinate the Tenant's[or Security Holder's] interests in the Property to the
Facade Improvement Agreement;and
E. The improvements to the Property to be made pursuant to the terms of the Facade
Improvement Agreement, with the Agency's assistance, will benefit the Property and Tenant's for
Security's Holder's]interest in the Property.
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants
hereinafter contained and for other good and valuable consideration,the receipt and sufficiency of which
is hereby acknowledged,the Parties agree as follows:
TERMS
1. Subordination. The Tenant's [or Security Holder's] interest in the Property, including, without
limitation, the Lease [Rental Agreement or Security Interest] shall be subject to and subordinate to the
Facade Improvement Agreement and any modifications and/or extensions of the Facade Improvement
Agreement.
2. Modification. This Subordination Agreement may not be modified other than by an agreement in
writing signed by both the Agency, the Owner and the Tenant [or Security Holder] or by their respective
successors or assigns.
3. Notices.
a. Any notice required or permitted under this Subordination Agreement shall be sent or
delivered to the following address for each Party,respectively:
To Agency: San Jacinto Redevelopment Agency
595 S.San Jacinto Ave.
San Jacinto,CA 92583
Attention: Executive Director
To Tenant:
[or Security Holder]
To Owner:
b. Any Party may change its address by giving written notice of that change by certified
mail to the other Parties.
4. Consent to Enter into Agreement The Owner and Tenant [or Security Holder] each consent to
the entry into this Subordination Agreement by each other.
5. Successors. This Subordination Agreement shall be binding on and inure to the benefit of each of
the Parties and their respective heirs,successors,and assigns.
6. Counterparts. This Subordination Agreement may be executed in one or more counterparts,each
of which shall be considered act original, but all of which together shall constitute one and the same
instrument.
7. Governing Law. This Agreement shall be construed in accordance with and governed by the laws
of the State of California. The Parties acknowledge and agree that this Subordination Agreement is
centered into and is to be entirely performed in the City of San Jacinto, California. Venue shall be in
Riverside County.
8. Scvcrability. If any term,provision or portion of this Subordination Agreement or the application
thereof to any person or circumstance shall,to any extent,be invalid or unenforceable,the remainder of
this Subordination Agreement, or the application of such term or provision or portion thereof to persons
or circumstances other than those to which it is held invalid or unenforceable, shall not be affected
thereby,and each such term and provision of this Subordination Agreement shall be valid and enforceable
to the fullest extent permitted by law.
9. No Intent to Create Third Party Beneficiaries. The Parties intend that the rights and obligations
under this Subordination Agreement shall benefit and burden only the Parties to this Subordination
Agreement,and do not intend to create any rights in,or right of action to or for the use or benefit of any
third party, including any governmental agency, who is not one of the Parties to this Subordination
Agreement,except as expressly set forth in this Subordination Agreement.
[Signatures on Following Pagel
SIGNATURE PAGE TO SUBORDINATION AGREEMENT
[***INSERT NAME OF OWNER***] SAN JACINTO REDEVELOPMENT
AGENCY,a public body,corporate and politic,
By:_ _ By-
[***INSERT NAME***] Executive Director
Dated: Dated:
[***INSERT NAME OF TENANT OR ATTEST:
SECURITY HOLDER***]
By:
Agency Secretary
By:
[***INSERT NAME***]
Dated:
APPROVED AS TO LEGAL FORM:
BEST BEST&KRIEGER LLP
By:
Agency General Counsel
Exhibit"A"
Legal Description of the Property
[to be inscrted]
ALL-PURPOSE ACKNOWLEDGMENT FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF
On before me,
Gate Name And THIe Or Officer(e.g'Jars Doe.Nmary PUMIc")
personally appeared
Names)of Signv(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Platt NDrary Seal Above Signature a Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ Individual
❑ Corporate Officer
TiUe(s) TiUe or Type of Document
Cl Partner(s) ❑ Limited
❑ General
❑ Attorney-In-Fact Number Of Pages
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other
Date Of Document
Signer is representing:
Name Of Person(s)Or Entity(es)
Signer(s)Other Than Named Above
Exhibit"B"
Fagade Improvement, Grant of Easement and Covenant Agreement
[ATTACHED BEHIND THIS PAGE]
ONTARIOIRTILFOF0009757.2 Exhibit"B"
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
San Jacinto Redevelopment Agency
595 S.San Jacinto Ave.
San Jacinto,CA 92583
ATTN: Executive Director
SPACE ABOVE THIS LNE FOR RECORDER'S USF
EXEMPT FROM RECORDING FEES PURSUANTTO GOV.CODE 127383
FRONT AND REAR FACADE IMPROVEMENT,ALLEY IMPROVEMENT,GRANT
OF EASEMENT AND COVENANT AGREEMENT
by and between the
SAN JACINTO REDEVELOPMENT AGENCY,
a public body, corporate and politic,
and
[***INSERT PARTY NAME,TYPE OF BUSINESS ENTITY,e.g.John Smith,Inc.***]
a[***INSERT TYPE OF BUSINESS ENTITY,e.g.a California corporation***]
[Dated [***INSERT MONTH***]_,2010 for reference purposes only]
FRONT AND REAR FACADE IMPROVEMENT,ALLEY IMPROVEMENT GRANT OF
EASEMENT AND COVENANT AGREEMENT
THIS FACADE AND ALLEY IMPROVEMENT,GRANT OF EASEMENT AND COVENANT
AGREEMENT(this"Agreement')is dated as of[***INSERT DATE***],2010,for reference purposes
only, and is entered into by and between the SAN JACINTO REDEVET.OPMENT AGENCY, a public
body,corporate and politic("Agency"),and [***INSERT PARTY NAME,e.g.,John Smith Corp.***],a
[***INSERT TYPE OF BUSINESS ENTITY, e.g. a California corporation***] ("Owner"). The
Agency and the Owner are sometimes individually referred to herein as "Party" and collectively as
"Parties." The Agency and the Owner enter into this Agreement with reference to the following recited
facts(each a"Recital"):
RECITALS
A. The Owner is the owner in fee title to that certain real property located in the City of San
Jacinto, County of Riverside, State of California, more particularly described in Exhibit A attached
hereto and incorporated herein by this reference("Property");and
B. The Agency is a redevelopment agency duly created, established and authorized to
transact business and exercise its powers pursuant to the provisions of the California Community
Redevelopment Law(Health&Safety Code Sections 33000 et seq.)("CRL");and
C. On June 28, 1983, the City of San Jacinto ("City") and the Agency adopted by
Ordinance No. 754 a redevelopment plan for the San Jacinto Redevelopment Project Area ("Project
Area"),as subsequently amended;and
D. The redevelopment plan for the Project Area("Redevelopment Plan") was adopted in
order to eliminate blight and revitalize the substandard physical and economic conditions that exist within
the Project Area;and
E. The Agency's Governing Board has approved a Facade Improvement Program
("Program")as part of an overall strategy to improve the quality of life and stimulate economic growth in
the downtown area of the City;and
F. Under the Program,the Agency desires to construct,rehabilitate and/or repair the facades
of commercial buildings, as well as adjacent alleys, for the purpose of improving the physical
environment, stimulating private investment,reducing urban blight and complementing other community
revitalization efforts;and
G_ The Owner has indicated his/her desire to participate in the Program and the Agency has
determined that the Owner meets the eligibility criteria for the Program:and
H. Since the Owner meets the eligibility criteria for the Program, the Agency desires to
construct those exterior facade improvements, at no cost to the property owner, to be located on the
Property ("Facade Improvements"), which are more generally described in Exhibit B attached hereto
and incorporated herein by this reference;and
1. The Agency and Owner desire to enter into this Agreement to effectuate the goals of both
the Program and the Redevelopment Plan on the terms and conditions set forth in this Agreement.
ONTARIU RTI LFO R W 093 53
TERMS
NOW, THEREFORE, in consideration of the above Recitals and of the mutual covenants hereinafter
contained and for other good and valuable consideration,the receipt and sufficiency of which is hereby
acknowledged,the Parties agree as follows:
1. Recitals True and Correct. The Recitals set forth above are true and correct and are incorporated
into this Agreement by this reference,as though fully set forth in this Agreement.
2. Effective Date. This Agreement shall not become binding on either Party,unless and until the
first date on which all of the following occur,if at all(the"Effective Date"):
(a) Signature and Delivery of Agreement by Owner. Three (3) originals of this
Agreement are signed by the Owner or authorized representative(s) of the Owner and delivered to the
Agency;and
(b) Signature and Delivery of Agreement by Agency. Three (3) originals of this
Agreement are signed by the authorized representative(s)of the Agency and delivered to the Owner.
3. Term of Agreement and Easements. Except as otherwise provided in this Agreement,the tern of
this Agreement and the Easements granted pursuant to Section 5 below,shall commence on the Effective
Date and shall automatically terminate upon the expiration date of the Redevelopment Plan on June 28,
2025,unless earlier terminated as provided herein.
4. Grantor's Representation. The Owner represents and warrants that it is the owner of fee title to
the Property and has the legal right and power to grant the easement interest and other rights to the
Agency provided for in this Agreement and to perform the obligations undertaken by the Owner in this
Agreement.
5. Grant of Easement. Subject to the terms and upon the conditions set forth in this Agreement,the
Owner hereby grants to the Agency the following irrevocable easements (collectively, hereafter the
"Easements'n:
5.1 Right of Ingress/Egress. Nonexclusive pedestrian and vehicular rights of ingress to,
egress from, and access across the Property for the purpose of allowing the Agency and its employees,
contractors,subcontractors and agents to inspect,construct,repair and maintain,if necessary,the Facade
Improvements and the Property in accordance with this Agreement.
5.2 Maintenance and Construction Easement. A maintenance and construction easement
over the Property pursuant to which the Agency and its employees,contractors,subcontractors and agents
may access the Facade Impmvclnmts for the purpose of inspection thereof, and for the purpose of
repairing and/or maintaining the Property in accordance with this Agreement, with the right of
reimbursement from the Owner in the event the Owner fails to maintain the Facade Improvements in
accordance with the terms and conditions of this Agreement.
6. No Barriers. No wall,fence or barrier of any kind which impairs or impedes access to,or use of,
any of the Easements shall be constructed or maintained on or adjacent to the Property without the
Agency's prior consent, nor shall the Parties do anything which shall materially prevent, impair or
discourage the use or exercise of any of the Easements or the free access and movement thereon.
7. Facade Improvements.
7.1 Agency Construction or Rehabilitation of Faqade Improvements.The Agency shall,
at no cost to the Owner,design and construct the Faqade Improvements, in the Agency's sole discretion,
as generally described in Exhibit B and as shall be more specifically described and detailed in the plans
for the Faqade Improvement to be prepared by or on behalf of the Agency. The fagade improvements
shall generally not exceed 18 inches in depth from the outside of the building fagadc.
7.2 Owner Approval of Faqade Improvements. The Owner acknowledges and agrees that
the Agency shall have the right to construct the Facade Improvements in accordance with the plans to be
designed by or on behalf of the Agency,and approved by the Agency and the City.
7.3 Owner Right to Terminate if the Agency Fails to Commence Faqade Improvements.
If the Agency fails to commence its design of the Facade Improvements within two (2) years of the
Effective Date of this Agreement, and to commence construction of the Faqade Improvements within a
reasonable time thereafter, the Owner shall have the right to terminate this Agreement upon providing
written notice to the Agency of the effective date thereof. Other than termination of the Easements and of
this Agreement, the Owner shall have no other right or remedy against the Agency for its failure to
commence design and construction of the Facade Improvements,
8. Maintenance Covenant.
8.1 The Owner, for itself, its successors and assigns, hereby covenants to the Agency that
upon completion of the Faqade Improvements by the Agency, the Owner shall, at its sole cost and
expense, maintain the Faqade Improvements and areas of the Property that are subject to public view
(including all existing improvements, paving, walkways, landscaping, exterior signage and
ornamentation) in good repair and a neat,clean and orderly condition, ordinary wear and tear excepted.
In the event that at any time during the term of this Agreement,the Owner fails to maintain the Faqade
Improvements or there is an occurrence of an adverse condition on any area of the Property that is subject
to public view in contravention of the gcncral maintenance standards described above ("Maintenance
Deficiency")then the Agency shall notify the Owner in writing of the Maintenance Deficiency and give
the Owner thirty(30)days from the date of such notice to cure the Maintenance Deficiency as identified
in the notice. If the Owner fails to cure or commence and diligently pursue to cure the Maintenance
Deficiency within thirty(30)days of its receipt of the notice of the Maintenance Deficiency,the Agency
shall have the right,but not the obligation,to enter the Property and perform all acts necessary to cure the
Maintenance Deficiency,or to take any other action at law or in equity that may then be available to the
Agency to accomplish the abatement of the Maintenance Deficiency. .Any sum expended by the Agency
for the abatement of the Maintenance Deficiency on the Property as authorized by this Section 8.1 shall
become a lien on the Property. If the amount of the lien is not paid within thirty (30) days following
written demand for payment from the Agency to the Owner, the Agency shall have the right to enforce
the lien in the manner provided in Section 8.4.
8,2 Graffiti,as this term is defined in California Government Code Section 38772,that has
been applied to any exterior surface of a structure or improvement on the Property that is visible from any
public right-of-way adjacent or contiguous to the Property, shall be removed by the Owner by either
painting over the evidence of such vandalism with a paint that has been color-matched to the surface on
which the paint is applied,or graffiti may be removed with solvents, detergents or water, as appropriate.
If any such graffiti is not removed within three(3)business days following the time of the discovery of
the graffiti,the Agency shall have the right to enter the Property and remove the graffiti,without notice.
8.3 The Owner,for itself,its successors and assigns,hereby covenants and agrees to comply
with the requirements,prohibitions and guidelines of Article 10A("Downtown Design Guidelines and
Facade Rehabilitation Concepts") and Article 16 ("Sign Regulations") of the San Jacinto Zoning
Code,as amended from time to time. Nothing within this Section 8.3 shall be deemed to limit the City's
ability to enforce the Downtown Design Guidelines and Facade Rehabilitation Concepts or Sign
Regulations nor shall this section be interpreted to preclude the Owner's compliance with the same.
9.4 The parties hereto further mutually understand and agree that the rights conferred upon
the Agency under this Section 8 expressly includes the Agency's power to establish and enforce a lien or
other encumbrance against the Property in the manner provided under Civil Code Sections 2924,2924b
and 2924c in the amount as reasonably necessary to restore the Facadc Improvements and the Property to
the maintenance standard required under this Section 8,including attorneys'fees and costs of the Agency
associated with the abatement of the Maintenance Deficiency or removal of graffiti and the collection of
the costs of the Agency in connection with such action. For the purposes of the preceding sentence the
words"reasonable attorneys' fees and costs of the Agency"mean and refer to the salaries, benefits and
costs of the Agency General Counsel and the lawyers employed in the office of the Agency General
Counsel. Nothing in this Section 8 shall be deemed to preclude the Owner from making any alteration,
addition, or other change to any structure or improvement or landscaping on the Property,provided that
such changes are in compliance with the City's zoning and development regulations and other applicable
laws.
9. Agency Not Obligated to Maintain the Facade Improvements or the Property. Following
completion of construction of the Facade Improvements by the Agency,the Agency and its successors
and assigns shall have no obligation to maintain or repair any portion of the Property,including,without
limitation,the Facade Improvements,by virtue of this Agreement. The Owner shall be solely responsible
for any and all liabilities arising out of its failure to maintain the Property and the Facade Improvements.
10. Restoration of the Property. Fallowing any entry upon the Property by the Agency under the
terms of this Agreement, the Agency shall restore any portion of the Property adversely physically
affected by such entry to a condition as reasonably close as possible to the condition as it existed
immediately prior to such entry. All such restoration work shall be completed by the Agency, its
successors or assigns,in a good and workmanlike manner,with reasonable diligence.
It. Owner Covenant to Refrain from Discrimination. The Owner covenants and agrees for itself,its
successors, its assigns and every successor-in-interest to the Property or any portion thereof, that (here
shall be no discrimination against or segregation of any person, or group of persons,on account of sex,
marital status,race,color,religion,creed,national origin or ancestry in the sale, lease,sublease,transfer,
use, occupancy, tenure or enjoyment of the Property nor shall the Owner, itself or any person claiming
under or through it, establish or permit any such practice or practices of discrimination or segregation
with reference to the selection, location, number,use or occupancy of tenants,lessees,sub-tenants, sub-
lessees or vendees of the Property. The Owner acknowledges and agrees for itself, its successors, its
assigns and every successor-in-interest to the Property or any portion thereof that Community
Redevelopment Law (Cal. Health and Safety Code §§ 33000 et. seq.) establishes certain policies,
covenants, provisions and obligations related to the redevelopment of property and the inclusion of
certain non-discrimination and non-segregation covenants, provisions and obligations within deeds,
leases, and contracts ("Non-discrimination Covenants"). To the extent that these Non-discrimination
Covenants, as may be amended from time to time, are applicable to this Property as a result of this
Agreement,the Owner covenants and agrees for itself,its successors, its assigns and every successor-in-
interest to the Property or any portion thereof that these Non-discrimination Covenants shall be complied
with to the full extent of the law. The covenant of this Section I I shall run with the land of the Properly
in perpetuity.
12. Covenant Runuhie With the Land Binding on Successors. The Easements created hereby and
each term, condition and covenant contained in this Agreement constitutes a covenant running with the
land and shall more to the benefit of and be binding upon the Agency, the Owner and their respective
successors and assigns, including, without limitation, all subsequent owners of the Property burdened
hereby or any portion thereof or interest therein. Any person accepting a deed or other instrument
conveying, granting or assigning the Property,or any interest therein,or any part thereof affected by this
Agreement, shall take title subject to this Agreement, and during the period of ownership, such person
shall be deemed to have assumed all of the applicable obligations imposed hereby with regard to such
property regardless of whether this Agreement is mentioned in such deed or other instrument. It is the
intent of the Parties that the Easements granted hereby and all covenants,conditions and agreements set
forth herein shall be"covenants running with the land"binding upon the Property. Whenever a reference
in this Agreement is made to the Agency or the Owner such reference shall be deemed to also mean a
reference to the successors in interest of each of the aforementioned party(or parties)as applicable,as if
in every case so expressed.
11 Not a Public Dedication. it is the intention of both the Owner and the Agency that this
Agreement shall be strictly limited to the purposes expressed in this Agreement and that nothing in this
Agreement shall be deemed to be a gift or dedication of any portion of the Property to the general public
or for the general welfare for any specific purpose.
14. Indemnification.
14.1 The Agency agrees to indemnify, defend, and hold harmless the (honer, its
officers, directors, employees and agents (individually, an "Owner Indemnitee" and
collectively,the"Owner Indemnitees")from and against any and all third party suits,demands,
claims, causes of action, losses, liabilities, penalties, charges, costs and expenses, including
reasonable investigation costs, attomeys' fees and disbursements, and fees of consultants and
expert witnesses(collectively, a"Third Party Claim")that may be imposed on, incurred by or
asserted against the Owner Indemnitees by reason of, on account of or in connection with any
negligence, willful misconduct or failure to act (when obligated to do so) by the Agency, its
agents, contractors or employees relating to this Agreement or the use of the Property by the
Agency,its employees or agent-,pursuant to this Agreement.
14.2 The Owner agrees to indemnify, defend, and hold harmless the Agency, its
elected officials, officers, directors, employees, attorneys and agents (individually, an "Agency
Indemnitee" and collectively, the "Agency Indemnitees") from and against any and all Third
Party Claims that may be imposed on,incurred by or asserted against the Agency Indemnitees by
reason of on account of or in connection with any negligence, willful misconduct or failure to
act(when obligated to do so)by the Owner, its agents, contractors or employees relating to this
Agreement or any condition of the Property, including the Fagade Improvements, except any
condition existing on the Property due to use of said Property by the Agency, its employees or
agents pursuant to its rights herein.
14.3 The indemnity and defense obligations of the Agency and the Owner under this
Agreement shall not be affected by the absence or unavailability of insurance covering the same
or by failure or refusal by any insurance carrier to perform any obligation on its part under any
such policy of insurance. If an Owner Indemnitee or an Agency Indemnitee (each an
"Indemnitee") is entitled to defense or indemnification under this Agreement (each, an
"Indemnification Claim"), the Agency or the Owner, as applicable (the"Indemnitor"), shall
not be obligated to defend, indemnify or hold harmless Indemnitee, unless and until Indemnitee
provides written notice to Inderrnitor, promptly after such Indemmitee has actual knowledge of
the facts or circumstances of the Third Party Claim on which such Indemnification Claim is
based,describing in reasonable detail such facts and circumstances of the Third Party Claim with
respect to such Indemnification Claim and a request for such indemnity and/or defense (the
"Indemnification Claim Notice"). Indemnitee shall not be entitled to indemnification or
defense to the extent Indemnitee's failure to notify or delay notifying Indemniter materially
prejudices lndemnitor's ability to defend against any Third Party Claim on which such
Indemnification Claim is based, or materially increases the amount of damages, losses, costs or
fees incurred with respect to such Third Party Claim,
15, Subordination. If the Property is subject to a lease or encumbered by a lien as security for a debt,
other than governmental taxes or assessments,or subject to any other interest,prior to or concurrent with
entering into this Agreement,the Owner shall cause each holder of an interest in the Property to execute a
"Subordination Agreement"in the form provided by the Agency.
16. Events of Default; Remedies. Notwithstanding Section 8 above, an event of default under this
Agreement shall occur if either Party fails to comply with any of the covenants or obligations hereunder
and does not cure such failure within thirty(30)days after receipt of written notice thereof(or fails to
commence to cure such default within such thirty-day period and thereafter fails to proceed with due
diligence to cure such default.) Upon the occurrence of an event of default hereunder, the Parties may
pursue all remedies at law or in equity, expressly including the remedy or specific performance of this
Agreement.
17. Breach Shall Not Permit Termination. Except as specifically set forth in Section 7.1 of this
Agreement, no breach of any provision of this Agreement shall entitle the Owner, its successors or
assigns, to cancel, rescind, or otherwise terminate any easement, restriction, covenant, or access right
granted or provided in this Agreement. This Section 17 shall not affect any rights or remedies, except
termination,that any person may have by reason of any breach of any provision of this Agreement.
18. Agency Contract Administration. The Executive Director shall administer this Agreement on
behalf of the Agency. The Executive Director may designate any member or members of the Agency
staff to carry out such responsibilities. Except as otherwise expressly provided in this Agreement, the
Executive Director has the authority to approve or consent to those matters in this Agreement requiring
the Agency's approval or consent and to make all other decisions on behalf of the Agency, subject to the
Executive Director's retained and reserved sole and absolute discretion to seek Agency Board approval of
any such matter.
19. Governing Law,Jurisdiction,Venue. This Agreement shall be deemed to have been made in the
State of California,and the validity of this Agreement, its construction,interpretation, and enforcement,
and the Parties' rights hereunder and concerning the Property, shall be decided under,governed by, and
construed in accordance with the laws of the State of California. The Parties agree that all actions or
proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts
located in the County of Riverside, State of California, or the United States District Court with
jurisdiction in the County of Riverside,State of California. The Owner waives any right the Owner may
have to assert the doctrine of forum non conveniens or to object to such venue.
20. Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement,
the rights and remedies of the Parties under this Agreement are cumulative and the exercise by any Party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different
times,of any other rights or remedies for the same default or any other default by another Party.
21. No Effect on Agency's Authority. Nothing in this Agreement shall limit or restrict the authority
of the Agency Board to take any other actions with respect to the Project or Property or the Owner
without notice to or consent from the Owner, except as may otherwise be expressly provided by
applicable Law. TTie approval of this Agreement by the Agency shall not be binding on the Agency
Board, or any other commission, committee, board or body of the Agency regarding any Approvals
regarding the Property or Project required by such bodies. No action by the Agency with reference to this
Agreement or any related documents shall be deemed to constitute issuance or waiver of any required
Agency Approval regarding the Property or Project.
22, Non-liability of Agency Officials and Em to ees. No elected official, officer, contractor,
consultant, attorney, employee or agent of the Agency shall be personally liable to the Owner, any
voluntary or involuntary successor or assign of the Owner, or any tender or other person holding an
interest in Owner, in the event of any default or breach of this Agreement by the Agency, or for any
amount that may be or become due to the Owner or its successors or assigns under this Agreement,or on
any obligations arising under this Agreement. No shareholder, member, partner, principal, officer,
attorney, employee or agent of the Owner shall be personally liable to the Agency, any voluntary or
involuntary successor or assign of the Agency,in the event of any default or breach of this Agreement by
the Owner,or for any amount that may be or become due to the Agency or its successors or assigns under
this Agreement,or on any obligations arising under this Agreement.
23. Notices,Demands and Communications Between the Parties.
23.1 Formal notices,demands and communications between the Agency and the Owner shall
be deemed sufficiently given if: (i)dispatched by registered or certified mail via the United States Postal
Service, postage prepaid, return receipt requested, as designated in this section; or (ii) by messenger
service for immediate personal delivery;or(iii)by electronic transmittal,including fax transmissions with
telephonic verification receipt. Such written notices, demands and communications may be sent in the
same manner to such other addresses as either Party may from time to time designate by written notice to
the other Party.
23.2 All notices,demands and communications shall be sent,as follows:
TO AGENCY: TO OWNER:
San Jacinto Redevelopment Agency [***INSERT NAME OF OWNER***]
595 S.San Jacinto Ave. [***INSERT ADDRESS***]
San Jacinto,CA 92583 [***INSERT CITY, STATE, POSTAL
Attention: Executive Director CODE***]
Attention: [***INSERT NAME***]
Copy to: Copy to.
Best Best&Krieger LLP [***INSERT NAME OF LAW FIRM
3500 Porsche Way OR OTHER APPLICABLE PARTY***]
Suite 200 [***INSERT ADDRESS***]
Ontario,CA 91764 [***INSERT CITY, STATE, POSIAL
Attention: Agency General Counsel CODE***]
Attention: [***INSERT NAME***]
23.3 Notices that are dispatched by registered or certified mail through the United States
Postal Service shall be deemed to be received, regardless of whether or when any return receipt is
received by the sender or the date set forth on such return receipt,five(5)calendar days after deposit with
the United States Postal Service. Notices that are dispatched by messenger for immediate personal
delivery services shall be deemed received upon the day dispatched. Notices dispatched by express
delivery services shall be deemed received upon execution of the delivery receipt by the Party receiving
such notices. Notices dispatched through electronic transmittals shall be deemed received upon
telephonic verification of such receipt.
24. Counterpart Originals: Integration. This Agreement may be executed in multiple counterpart
originals,each of which is deemed to be an original,but all of which taken together shall constitute one
and the same instrument. This Agreement and the exhibits attached to this Agreement represent the entire
understanding of the Parties and supersede all previous negotiations, letters of intent, memoranda of
understanding or agreements between the Parties with respect to all or any part of the subject matter of
this Agreement.
25. Sevembility. If any term,provision,covenant or condition contained in this Agreement is held by
a court of competent jurisdiction to be invalid, void or unenforceable,the remainder of this Agreement
shall continue in full force and effect unless the rights and obligations of the Parties are materially altered
or abridged by such invalidation,voiding or unenforceability.
26. No Waiver. Failure by a Party to insist on any one occasion upon strict compliance with any of
the terms,covenants or conditions of this Agreement shall not be deemed a waiver of such term,covenant
or condition,nor shall any waiver or relinquishment of any rights or powers under this Agreement at any
one time or more times be deemed a waiver or relinquishment of such right or power at any other time or
times.
27. Time is of the Essence. Time is of the essence in the performance of the Parties' obligations
under this Agreement.
28. Third Party Beneficiaries. The City shall be a third party beneficiary to this Agreement and shall
have full right and power to enforce any provision of this Agreement on behalf of the Agency. Except for
the City,there are no other third party beneficiaries of this Agreement,and no other party shall have the
right to compel the City to enforce any provision of this Agreement against the Owner.
29. No Other Representations or Warranties. Except as expressly set forth in this Agreement, no
Party makes any representation or warranty material to this Agreement to any other Party.
30. Relationship of Parties. The Parties agree and intend that the Agency and the Owner are
independent contracting entities and do not intend by this Agreement to create any partnership, joint
venture,or.similar business arrangement,relationship or association between them.
31. Survival of Aexeernent. All of the provisions of this Agreement shall be applicable to any dispute
between the Parties arising from this Agreement,whether prior to or fallowing expiration or termination
of this Agreement,until any such dispute is finally and completely resolved between the Parties,either by
written settlement, entry of a non-appealable judgment or expiration of all applicable limitations periods
and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages
or remedies shall survive any expiration or termination of this Agreement.
SIGNATURE PAGE TO FRONT AND REAR FACADE IMPROVEMENT,ALLEY
IMPROVEMENT,GRANT OF EASEMENT AND COVENANT AGREEMENT
[***INSERT NAME OF OWNER***] SAN JACINTO REDEVELOPMENT
AGENCY,a public body,corporate and politic,
By: By:
[***TNSERT NAME***] Executive Director
Dated: Dated:
By: ATTEST:
[***INSERT NAME***]
Dated: By:
Agency Secretary
APPROVED AS TO LEGAL FORM:
BEST BEST&KRIEGER LLP
By:
Agency General Counsel
[SIGNATURES MUST BE NOTARIZED]
Exhibit"A"
Legal Description of Property
[insert[
Exhibit A
ONTARIOIRTI LFORO\309353
Exhibit`B"
General Description of Fagade Improvements
[insert[
Exhibit B
ONTARIO\RTI LPORD,309353
ALL-PURPOSE ACKNOWLEDGMENT FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF
On before me,
Oate Name Ara Tine Of Office le 9-'Jane Doe.Ndary Pubrm')
personally appeared
Name(s)of 31gneHs!
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare
subscribed to the within instrument and acknowledged to me that helshelthey executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
P ace Nofery seal A we Signature of Notary Public
OPTIONAL
Though the Information below is not required by law,It may prove valuable to persons relying an the document
and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ Individual
❑ Corporate Officer
Titles) Title or Type of Document
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney-In-Fact Number Of Pages
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Date Of Document
Signer is representing:
Name Of personis)Or Entity(ies)
Signer(s)Other Than Named Above
ONTARIO',RTI LFORDt309373
FORM 2
SUBORDINATION AGREEMENT(IF APPLICABLE)